CHAPTER 499

An Act to amend and reenact §§ 13-83 and 18-86 of the Code of Virginia,
relating to transfer of certain property of certain corporations.

[S 244]
Approved April 5, 1954
Be it enacted by the General Assembly of Virginia:

1. That §§ 13-83 and 13-86 of the Code of Virginia be amended and re-
enacted as follows:

§ 13-83. Except as hereinafter stated, any corporation of this State
(including corporations organized under the Agricultural Cooperative As-
sociation Act, banks, savings banks and trust companies, subject to the
proviso hereinafter stated), when in the judgment of the board of directors
it is for the interest of the corporation so to do, shall have the power to sell,
convey and transfer, or lease the whole of its property and assets, including
good will, and other tangible assets, or any material part thereof necessary
to the continued conduct of business on the part of the vendor corporation,
but not its franchise to be a corporation, to any person, or to any other
corporation of this or any other state, territory or country which may be
authorized by its charter, or general law, to acquire the same, upon such
terms and conditions, and for such consideration, payable either in cash or
stock or securities of another corporation, as the board of directors in its
discretion, may determine; and the board of directors may empower the
officers of such vendor corporation to make, execute, and, in the name of
the corporation, deliver all such deeds and contracts to such purchaser as
may be necessary to effect such sale; provided, however, that no corporation
chartered to conduct the business of a bank, savings bank or trust company
shall lease, sell or exchange all its property, including its good will, except
to a corporation chartered under the laws of this State for the purpose of
conducting the business of a bank, savings bank or trust company, or to a
banking corporation organized under the laws of the United States and
doing business in this State; and provided, further, that any such sale or
lease under the provisions of this section shall not effect a dissolution of
the vendor corporation.

§ 18-86. The provisions of § 13-83 shall not apply to any nonstock
corporation, public service corporation, turnpike company, building and
loan association, industrial loan association, credit union, uniform small
loan association, insurance company, guaranty, indemnity, fidelity or
security company or association, or fraternal or other beneficiary order or
society, industrial sick benefit company or association, bond investment
company, association or society, * or any other kind of corporation char-
tered and existing under any particular law now in effect or hereafter
enacted unless otherwise specifically provided by the law, or an amendment
thereof, under which the particular kind of corporation embraced in this
exception is chartered or exists.